MICROLIN
BIO INC.


NONQUALIFIED
STOCK OPTION AGREEMENT


 


Notice
of Stock Option Grant


 


MicroLin
Bio Inc., a
Delaware corporation (the
"Company"), grants
to the Grantee named below,
in accordance with
the terms of the
Microlin Bio Inc.
Equity Incentive Plan (the "Plan")
and this Nonqualified Stock Option Agreement
(this "Agreement"), an  option (the "Stock Option") to
purchase the number of Shares at the exercise price per share ("Exercise Price")
as follows:


 


	Name
    of Grantee:	John
    N. Bonfiglio
		
	Number
    of Shares:	10,000
		
	Exercise
    Price:	$12.65
    per Share
		
	Date
    of Grant:	December
    31, 2013
		
	Vesting
    Dates:	First
    anniversary of the
    Date of Grant
    and the first day
    of each month
    between the first
    and fourth anniversaries of the Date
    of Grant


 


Terms
of Agreement


 


1.     
Grant of Stock
Option. Subject
to and upon
the terms, conditions  and restrictions
set forth in
this Agreement and
in the Plan, the Company
hereby grants to the Grantee as of the Date
of Grant this Stock Option to purchase
the number of Shares at the Exercise Price as
set forth above. This Stock Option is
intended to be a nonqualified stock option and shall not be treated as an "incentive
stock option" within the meaning of that term under Section 422 of the Code.


 


2.     
Vesting of Stock
Option.


 


(a)               
Unless and until
terminated as hereinafter
provided, the Stock
Option shall vest and
become exercisable as
follows:


 


(i)    
With respect
to twenty-five percent
(25%) of the Shares
subject to the Stock
Option, on the
first anniversary of
the Date of
Grant, provided that
the Grantee shall have
remained in the
continuous employment or other
service of the Company
or a Subsidiary through
such Vesting Date; and


 


(ii)  
With respect
to seventy-five percent
(75%) of the
Shares subject to the
Stock Option, ratably,
on the first
day of each month between the
first anniversary of the Date of
Grant and the fourth anniversary of the Date of Grant, provided that the Grantee shall
have remained in
the continuous employment or other service
of the Company or a Subsidiary through
each such Vesting Date.


 




    	 	 	 



    	 	 	 



    

 


(b)              
Notwithstanding the provisions
of Section 2(a),
the Stock Option
will become immediately vested
and exercisable in
full if, prior
to the applicable Vesting Date: (i) the Grantee's employment
or service with the Company and its Subsidiaries terminates
by reason of the Grantee's death or "Disability"
(defined as permanent and total disability
within the meaning of Section 22(e)(3)
of the Code); or (ii) the Grantee's employment
or service is terminated within two years after a Change
in Control: (A) by the Company and its Subsidiaries without Cause and not as
a result of Disability; or (B) by the Grantee
for Good Reason (defined as in Section 2(c) of this
Agreement).


 


(c)               
For purposes of
this Agreement, "Good
Reason" shall mean
the occurrence of any
of the following
without the Grantee's
consent: (i) a material reduction
of the Grantee's annual base salary; (ii) a material reduction in the Grantee's title, authority, responsibilities or reporting
relationship as in effect immediately prior to
the Change in Control; or (iii) the Company's
requirement that in order to perform his
obligations to the Company,
the Grantee must relocate his residence
to a location more than fifty (50)
miles from the Grantee's principal office location immediately prior to
a Change in Control. A termination of the Grantee's employment or service by the
Grantee shall not be deemed to be for Good Reason unless (x) the Grantee gives notice
to the Company of the existence of the
event or condition constituting Good Reason within 60 calendar days after such event
or condition initially occurs or exists, and (y)
the Company fails to cure such event or condition
within 30 calendar days after receiving such notice.


 


(d)              
For purposes of
this Agreement, the
continuous employment or
service of the Grantee
with the Company
and its Subsidiaries
shall not be deemed
to have been interrupted, and the Grantee
shall not be
deemed to have ceased to be an employee
of, or service provider to, the Company and
its Subsidiaries, by reason
of the transfer of his
employment or service among the Company
and its Subsidiaries or a leave of absence
approved by the Board.


 


3.     
Forfeiture of Stock
Option.


 


(a)               
To the extent
that the Stock
Option has not
yet vested pursuant
to Section 2 above,
it shall be
forfeited automatically without
further action or
notice if the
Grantee ceases to be employed by,
or to provide services to, the Company
and its Subsidiaries prior to the applicable Vesting
Date other than as provided in Section
2(b).


 


(b)              
The provisions of
Section 17 of
the Plan regarding
forfeiture of Awards shall
apply to the
Stock Option and
any Shares delivered
hereunder. This Section 3(b) shall survive
and continue in full force in accordance with its terms notwithstanding
any termination of the Grantee's employment or service or the
exercise of the Stock Option as provided herein.


 


4.     
Exercise of Stock Option.


 


(a)               
To the extent
that the Stock
Option has become
vested and exercisable
in accordance with this
Agreement, it may
be exercised in
whole or in part from time to time by written notice
to the Company stating the number
of whole Shares for which the Stock Option
is being exercised, the intended manner of payment,
and such other provisions as may be required
by the Company. The Stock Option may
be exercised, during the
lifetime of the Grantee, only by
the Grantee, or in the event of his legal incapacity, by his guardian or legal representative
acting on behalf of the
Grantee in a fiduciary capacity under
state law and/or court supervision. If the
Grantee dies before the expiration of the
Stock Option, all or part of this Stock Option may be exercised
(prior to expiration) by the personal
representative of the Grantee or by any person who has acquired this Stock Option directly from the Grantee by will, bequest or
inheritance, but only to the extent that the Stock Option was vested and exercisable upon the Grantee's death.




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(b)              
The Exercise Price
is payable in
cash or by
certified or cashier's
check or other cash
equivalent acceptable to
the Board payable to the order
of the Company.


 


5.     
Term of Stock Option. 
Subject to Section
3(b) hereof, the Stock Option will terminate on the earliest of
the following dates (the "Expiration Date"):


 


(a)               
Twelve (12) months
after the termination of the
Grantee's employment or
service as a
result of death or Disability;


 


(b)              
Immediately upon termination of the Grantee's
employment or service
by the Company for
Cause;


 


(c)               
Ninety (90) days
after the termination 
of the Grantee
's employment or service
for any other
reason; or


(d)              
Midnight on the
day immediately preceding
the tenth anniversary
of the Date of
Grant.


  


6.     
Delivery of Shares. Subject
to the terms
and conditions of
this Agreement and the
Plan, Shares shall be
issuable to the Grantee as soon
as administratively practicable following
the date the Grantee (a) exercises the Stock Option in accordance with Section 4 hereof,
(b) makes full payment to the Company of the
Exercise Price and (c) makes arrangements
satisfactory to the Company (or any Subsidiary,
if applicable) for the
payment of any required withholding taxes related
to the exercise of the Stock Option.
The Grantee shall not possess any incidents
of ownership (including, without limitation, dividend or voting rights) in the Shares
until such Shares have been issued to the Grantee in
accordance with this Section 6.


 


7.     
Transferability. The
Stock Option may not
be sold, exchanged,
assigned, transferred, pledged,
encumbered or otherwise disposed of
by the Grantee; provided that the Grantee's
rights with respect to such Stock Option
may be transferred by will or pursuant to
the laws of descent and
distribution. Any purported transfer or encumbrance in violation of
the provisions of this Section 7 shall
be void, and the
other party to any such purported
transaction shall not obtain any rights to or interest in such Stock Option.


 


8.     
Restrictions on Resale.
Unless and until registered under
the Securities Act of 1933, as amended
(the "Securities Act"),
any Shares purchased pursuant to
the Stock Option will be illiquid and will be deemed to be "restricted securities"
for purposes of the Securities Act. Accordingly,
any such Shares may be sold only
in compliance with the registration requirements
of the Securities Act or an exemption therefrom
and may need to
be held indefinitely. Unless and until the Shares have been registered under
the Securities Act, each certificate evidencing any of the Shares shall bear a restrictive
legend specified by the Company.


 




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9.     
Company's Right to Repurchase
Shares.


 


(a)               
The Company shall
have the right
(the "Repurchase Right")
to repurchase all, but
not less than
all, of the
Shares purchased by
the Grantee pursuant to the
Stock Option, upon written notice to
the Grantee within ninety (90) days
after the termination of the Grantee's employment
or service with the Company and
its Subsidiaries, voluntarily or involuntarily, for any
reason whatsoever other than by the
Company for Cause, including
as a result of death or Disability.
The Repurchase Right shall be
exercised by the Company
by giving the holder of the Shares written
notice of its intention to exercise the
Repurchase Right, and, together with such notice,
tendering to the holder an amount
equal to the Fair Market
Value of the Shares. Upon timely exercise of
the Repurchase Right in the manner provided in
this Section 9(a), the holder of
the Shares shall deliver to the Company
any stock certificate or certificates representing
the Shares being repurchased, duly endorsed and free and clear of any and all liens,
charges and encumbrances. If Shares are not repurchased
under the Repurchase Right, the
Grantee and his successor in
interest, if any, will continue to hold the
Shares subject to all of
the provisions of this Agreement and the Plan.


 


(b)              
In the event that
the Company or
a Subsidiary terminates
the Grantee's employment or
service for Cause, the
Company's rights with
respect to any
Shares purchased by the Grantee pursuant to the Stock Option
shall be governed by Section 3(b) of this Agreement and Section 17 of the Plan.


 


10. 
No Right to Continued
Employment or Service.
Nothing contained in
this Agreement shall confer
upon the Grantee any right with respect
to continuance of employment by or service with the Company and its Subsidiaries,
nor limit or affect in any manner the right of the Company and its Subsidiaries to
terminate the employment or service of the
Grantee or adjust the Grantee's compensation.


 


11. 
Relation to Other
Benefits. Any economic or
other benefit to the
Grantee under this Agreement
or the Plan
shall not be
taken into account in determining
any benefits to which the Grantee may be
entitled under any profit-sharing, retirement
or other benefit
or compensation plan or arrangement maintained by
the Company or a Subsidiary.


 


12. 
Taxes and Withholding.
The Grantee shall
pay to the
Company, or make arrangements
satisfactory to the Company
for payment of, any
federal, state, local or other
taxes that the Company or any Subsidiary is required to withhold in connection with the delivery of Shares under
this Agreement. The obligation of the Company
to deliver Shares under this Agreement shall be conditioned on such payment
or arrangements, and the Company and its Subsidiaries
shall, to the extent permitted by Applicable Law, have the
right to deduct any such taxes from any
payment otherwise due to the Grantee.


 


13. 
Compliance with Applicable
Law. The
Company shall make reasonable
efforts to comply with
Applicable Law (including
applicable federal and
state securities laws) with respect
to the Stock Option; provided that, notwithstanding
any other provision of this Agreement, and only to the
extent permitted under Section 409A of the Code, the
Company shall not be obligated to
deliver any Shares pursuant to this Agreement
if the delivery thereof would result in
a violation of Applicable Law.




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14. 
Adjustments.
The Exercise Price
and the number
and kind of
shares of stock covered
by this Agreement
shall be subject to adjustment as provided in Section 13 of the Plan.


 


15. 
Amendments. Subject
to the terms of
the Plan, the
Board may modify
this Agreement upon written
notice to the Grantee.
Any amendment to
the Plan shall be deemed to be an amendment to this Agreement to
the extent that the amendment is applicable hereto. Notwithstanding the foregoing, no amendment
of the Plan or this Agreement shall adversely affect the rights of the Grantee under this Agreement
in a material way without the Grantee's consent, except as otherwise may be
provided in the Plan.


 


16. 
Severability. In
the event that one
or more of
the provisions of
this Agreement shall be
invalidated for any
reason by a
court of competent
jurisdiction, any provision so invalidated shall be
deemed to be separable from the other provisions
hereof, and the remaining provisions hereof shall continue to be valid and
fully enforceable.


 


17. 
Relation to Plan.
This Agreement is
subject to the
terms and conditions
of the Plan, including
the forfeiture provisions
of Section 17 of the Plan. This Agreement
and the Plan contain the entire
agreement and understanding of the parties
with respect to the subject matter contained in this
Agreement, and supersede all prior written or oral communications, representations
and negotiations in respect thereto . In
the event of any inconsistency between the provisions
of this Agreement and the Plan, the Plan
shall govern. Capitalized terms used herein
without definition shall have the meanings assigned to
them in the Plan. The
Board shall have the right to determine any questions which arise in connection
with the grant of the Stock Option.


 


18. 
Successors and Assigns.
Without limiting Section
7 hereof, the
provisions of this Agreement
shall inure to
the benefit of,
and be binding upon, the successors, administrators, heirs, legal representatives
and assigns of the Grantee, and the successors
and assigns of the Company.


 


19.    
Governing Law. The
interpretation, performance, and
enforcement of this Agreement
shall be governed
by the laws
of the State
of Delaware, excluding any conflicts or
choice of law rule or principle that might otherwise
refer interpretation or enforcement of the Agreement to the substantive law
of another jurisdiction.


 


20. 
Use of Grantee's
Information. Information about
the Grantee and
the Grantee's participation in the
Plan may be collected,
recorded and held, used
and disclosed for any purpose related to
the administration of the Plan. The
Grantee understands that such processing of this
information may need to be
carried out by the Company and
its Subsidiaries and by
third party administrators whether such persons
are located within the Grantee's country or elsewhere, including the
United States of America . The Grantee consents
to the processing
of information relating to the Grantee and the Grantee's
participation in the Plan in any
one or more of the ways referred to above.


 


 


 


[SIGNATURE
PAGE FOLLOWS]




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IN
WITNESS WHEREOF, the Company
has caused this Agreement
to be executed
on its behalf by
its duly authorized officer
and the Grantee has
also executed this Agreement, as
of the Date of Grant.


 


 


MICROLIN
BIO INC.


 


 


By:
/s/ Joseph Hernandez


Joseph
Hernandez


Executive
Chairman


 


 


The
undersigned Grantee hereby acknowledges
receipt of a
copy of the
Plan. The Grantee represents
that he is
familiar with the
terms and provisions of the Plan,
has had an opportunity to obtain the advice
of counsel prior to executing this Agreement, and
hereby accepts the Stock Option on the terms and conditions set forth herein and in
the Plan.


 


GRANTEE


 


 


/s/
John N. Bonfiglio


John
N. Bonfiglio



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